SecProbe.io

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Mail Stop 6010

								June 30, 2005

William M. Caldwell, IV
Chief Executive Officer
A.C.T. Holdings, Inc.
381 Plantation Street
Worcester, MA 01605

	Re:	A.C.T. Holdings, Inc.
		Form 10-KSB filed January 31, 2005
		Form 8-K filed February 4, 2005
		Form 8-K/A filed April 18, 2005
		Form 10-QSB filed May 23, 2005
		File No. 0-50295

Dear Mr. Caldwell:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 10-KSB

Item 13. Exhibits and Reports on Form 8-K

1. It appears you have not filed some documents that are required
as
exhibits.  For example, at a minimum you should file your articles
of
incorporation and bylaws, as required by Item 601(b)(3) of
Regulation
S-K.  We also note from Item 9 of your document that you have a
code
of ethics, which should also appear in the exhibit index.  Please
file these and any other exhibits required by Item 601 in an
amended
Form 10-KSB, and list them in the exhibit index.  If any document
required to be filed has already been included in a previous
filing,
you should still list the document in the exhibit index, numbered
according to the paragraph within Item 601(b) that requires it.
For
such documents, the exhibit index should identify the filing with
which it was filed, including the form type, filing date, and file
number, and state the exhibit number within that filing.

2. Please clarify for us why you have included as exhibits the
Forms
SB-2, 8-A, S-8, and 2003 10-KSB and the definitive information
statement.

Signatures

3. Please note that the principal executive officer, principal
financial officer, and controller or principal accounting officer
are
required to sign the report, and the captions accompanying their
signatures should state these titles.  We presume Mr. Merrell
currently fills all of these roles.  Therefore, in your amended
filing, please revise the caption accompanying Mr. Merrell`s
signature to include these titles.  See General Instruction C.2 to
Form 10-KSB.

FORM 10-Q

Recent Developments of Small Business Issuer, page 3

4. Please tell us whether you solicited shareholder approval for
the
merger, the issuance of shares in the merger, or for any required
increase in authorized shares necessary to effect the reverse
merger.
If not, please provide us with an analysis as to why shareholder
approval was not needed in order to effect the transaction.

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets, page 4

5. Please tell us the nature of the deferred royalty amounts on
the
balance sheet, the period the amounts are being deferred, and the
basis for your accounting policy.  This comment also applies to
the
Form 8-K/A filed on April 18, 2005.

Notes to Consolidated Financial Statements

2. Significant Accounting Policies

Revenue Recognition, page 9

6. Please tell us the nature and amount of the deferred costs
associated with license revenue and tell us why you believe your
policy of deferring these costs is consistent with US GAAP.  This
comment also applies to the Form 8-K/A filed on April 18, 2005.

7. Stockholders` Equity Transactions

7. For the warrants issued on November 30, 2004, December 13, 2004
and December 30, 2004, please tell us how your accounting for the
warrants issued complies with EITF 96-18 and why you have valued
the
warrants at $0.  By valuing the warrants at $0, this implies that
you
did not recognize any expense for the services provided.  In your
response please address your consideration of footnote 1 of EITF
96-
18, which states that the minimum value method specified in
paragraph
20 of SFAS 123 is not acceptable for determining the fair value of
non-employee awards by nonpublic companies.  This comment also
applies to the Form 8-K/A filed on April 18, 2005.

Item 2. Management`s Discussion and Analysis and Results of
Operations

Results of Operations

Research and Development Expenses and Grant Reimbursements, page
18

8. Please expand your disclosure by referring to the Division of
Corporation Finance "Current Issues and Rulemaking Projects
Quarterly
Update" under section VIII - Industry Specific Issues - Accounting
and Disclosure by Companies Engaged in Research and Development
Activities.  You can find it at the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.

Please tell us the following information for each of your major
research and development projects and why you have not included
these
disclosures in your filing:

a. The current status of the project;
b. The costs incurred during each period presented and to date on
the
project;
c. The nature, timing and estimated costs of the efforts necessary
to
complete the project;
d. The anticipated completion dates;
e. The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
f. The period in which material net cash inflows from significant
projects are expected to commence.

Regarding b., if you do not maintain any research and development
costs by project, disclose that fact and explain why management
does
not maintain and evaluate research and development costs by
project.
Provide other quantitative or qualitative disclosure that
indicates
the amount of the company`s resources being used on the project.

Regarding c. and d., disclose the amount or range of estimated
costs
and timing to complete the phase in process and each future phase.
To
the extent that information is not estimable, disclose those facts
and circumstances indicating the uncertainties that preclude you
from
making a reasonable estimate.

Business

Our Technology, page 37

9. Please state what your products will be if and when they are
marketed.  For example, are they a medical procedure, or will they
be
tangible products such as a drug or medical device?  If your
products
will not be tangible objects that can physically be sold, please
explain how you will be able to sell the products or otherwise
receive revenues for them.

Our Intellectual Property, page 40

10. Please state the basis for your belief that your "intellectual
property collectively represents one of the strongest portfolios
in
the field."

11. Please state when each of the patents in the table expires,
and
explain the consequences of a patent`s expiration.

Research and License Agreements, page 42

12. Please disclose in your filing the material terms of each of
the
contracts discussed on pages 42 and 43.  Such terms should include
the following, as applicable:

* General description of the technology covered by the agreement,
* Existence of royalty rights or obligations,
* Amount of minimum royalty payments,
* Aggregate amount of milestone payments,
* Term,
* Termination provisions, and
* Any other material terms.

*	*	*

	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Joseph Roesler at (202) 551-3628 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director
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William M. Caldwell, IV
A.C.T. Holdings, Inc.
June 30, 2005
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